An Italian court has rejected attempts by a Ferretti Group shareholder to overturn the results of an overall shareholder vote in May. A broader related dispute is ongoing, however, with hearings set for next month.
KKCG Maritime, Ferretti Group’s second-largest shareholder, filed a lawsuit in June. It sought the urgent suspension of key resolutions, including the appointment of the new board, a slate from Weichai Group. Weichai Group is the largest Ferretti Group shareholder, at 39.5 percent. KKCG Maritime holds about 23 percent. That vote resulted in Stassi Anastassov taking over as CEO. The lawsuit asserted that Weichai Group’s voting rights should have been suspended under Italy’s “golden power” rules. These regulations require notifying the government when a company acquires a stake in a firm strategic to national security. It also allows the government to review, veto, or place conditions on related corporate transactions. KKCG Maritime argued that the Ferretti Group’s security division, which builds patrol vessels, meant the golden power rules apply.
On October 12, a judge in the Bologna Court’s Specialized Business Division issued a decision. According to the judge, KKCG Maritime failed to established plausible, reasonable basis for the golden-power claims. Crucially, it didn’t identify a qualifying transaction that would trigger the obligation to notify the government. Weichai acquired its stake in 2012, four years prior to the establishment of the security division. An amendment in 2022 did expand the golden-power rules, specifically to address companies operating in strategic sectors. But, the amendment didn’t impact pre-existing stakes in companies which then enter those sectors. Because of the lack of a qualifying transaction, the judge declined to assess whether failing to alert the authorities automatically suspended voting rights or required government intervention.
Additionally in the lawsuit, KKCG Maritime alleged that Weichai Group coordinated with other shareholders in a way that could establish an undisclosed shareholders’ agreement. That therefore would violate Italian finance law. It pointed to certain shareholders obtainingd additional shares just prior to the May vote. Each acquired extra stakes beneath a three-percent threshold. Each of these shareholders voted for the Weichai-supported slate, too. The judge ruled that the appearance of an undisclosed agreement was insufficient. KKCG Maritime needed to produce communications or other evidence documenting a coordinated effort between Weichai Group and the other shareholders for voting.
The board structure with Stassi Anastassov (above) remains in place. Although the court rejected the urgent-relief request, it did set hearings for the underlying merits of governance issues for next month.
The Ferretti Group issued a statement welcoming the court’s decision and acknowledging the pending hearings. “The Company will continue to defend its position and protect its interests in accordance with applicable law,” it indicates. “The Board of Directors and management remain firmly focused on executing the Company’s business plan, strengthening its competitive position, delivering excellence to its customers worldwide, and creating substantial long-term value for all shareholders.”
In its own statement, KKCG Maritime also acknowledges the rejection of its request for emergency relief and noted the hearings scheduled for November. Furthermore, it says it intends to continue pursuing its claims and to evaluate all legal and regulatory options. It also quotes Kamil Zeman, KKCG Maritime’s executive director. “We invested in Ferretti because we believe in the strength of its brands, its industrial capabilities, and its people,” he says. “Ferretti has delivered solid operating results, and we believe there are significant opportunities to further leverage these foundations through strategic investment, robust governance, and long-term value creation.”
The Ferretti Group is the parent company of seven yacht brands, six with a footprint in the superyacht sector. Namely, they are CRN, Custom Line, Ferretti Yachts, Pershing, Riva, and Wally.
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